EFFECTIVE COMPANY AND CORPORATE LEADERSHIP IN THE NIGERIAN COMMERCIAL BUSINESS TERRAIN IN THE 21ST CENTURY: A MYTH OR REALITY?

Abstract

The principal objective in the formation or incorporation of companies is to foster the spirit of entrepreneurship, business enterprise, efficiency, generation of employment with a view to enhancing economic welfare of the people and for the social and economic development of the society. In addition, it is a general principle of law under Nigerian jurisprudence that a company is not birthed until its certificate of incorporation (hereinafter COI) is issued by the Corporate Affairs Commission (hereinafter referred to as CAC). The brain child or the people behind every company before it comes into existence are called the promoters, who in any case, eventually still own or become first directors, subscribers or shareholders of the company. The promoter under CAMA enters what is referred to as pre-incorporation contracts on behalf of the yet-to-be formed company. Under the law, when the company finally comes into existence, the contract done on its behalf may or may not be ratified by the company through its directors. However, under section 18(2) of CAMA, 2020, one person may now form or incorporate a company and become the sole shareholder or director as against section 20(2). With this present position under section 18(2) of CAMA, will corporate governance and leadership be a reality or a myth? The research questions in this article are: when the company eventually comes into existence after the issuance of COI, how will the company be managed or administered under section 18(2)? will the leadership of the company bring the desired goals of establishing a company with a one man show? in corporate governance, are there lessons to learn by corporate and/or company leaders in the present Nigerian business environment?